Form 8-K

8-K — FIRST NATIONAL CORP /VA/

Accession: 0001437749-26-033337

Filed: 2026-10-23

Period: 2026-10-23

CIK: 0000719402

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — fxnc20260814_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_1005312.htm)

GRAPHIC (logo.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: fxnc20260814_8k.htm · Sequence: 1

fxnc20260814_8k.htm

false

0000719402

2026-10-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2026

___________

FIRST NATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Virginia

(State or other jurisdiction of incorporation)

1-38874

(Commission File Number)

54-1232965

(IRS Employer Identification No.)

112 West King Street

Strasburg, Virginia

(Address of principal executive offices)

22657

(Zip Code)

Registrant’s telephone number, including area code: (540) 465-9121

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.25 per share

FXNC

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On October 23, 2026, First National Corporation issued a press release reporting its financial results for the period ended September 30, 2026. A copy of the press release is being furnished as an exhibit to this report and is incorporated by reference into this Item 2.02.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits. The following exhibit is being furnished pursuant to Item 2.02 above.

Exhibit No.

Description

99.1

Press Release dated October 23, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST NATIONAL CORPORATION

(Registrant)

Date: October 23, 2026

By:

/s/ Brad E. Schwartz

Brad E. Schwartz

Executive Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_1005312.htm · Sequence: 2

ex_1005312.htm

Exhibit 99.1

First National Corporation Reports RECORD THIRD Quarter

AND YEAR TO DATE 2026 FINANCIAL PERFORMANCE

STRASBURG, Va., October 23, 2026 --- First National Corporation (the “Company” or “First National”) (NASDAQ: FXNC), the bank holding company of First Bank (the “Bank”), reported consolidated net income of $6.9 million and basic and diluted earnings per common share of $0.76, for the three months ended September 30, 2026. The Company reported consolidated net income of $17.5 million and basic and diluted earnings per common share of $1.94 and $1.93, respectively, for the nine months ended September 30, 2026.

"We are extremely pleased with our record financial performance for the quarter and the year. Organic loan growth continued in the third quarter with strong new loan production in all our markets. The improved net interest margin, excellent asset quality, and expense management drove the financial performance in the third quarter. Our branch optimization process was completed as we closed and consolidated three banking offices and closed our off-site ATMs in the third quarter. In early October we completed the sale of our two North Carolina banking offices and will book a gain in the fourth quarter," said Scott C. Harvard, President and Chief Executive Officer of First National Corporation.

FINANCIAL HIGHLIGHTS FOR THIRD QUARTER OF 2026

● Basic earnings per share of $0.76 per share, compared to $0.62 one year prior, and $0.64 in the previous quarter

● Return on average assets of 1.32% compared to 1.09% one year prior, and 1.11% in the previous quarter

● Return on average equity of 14.02% compared to 12.43% one year prior, and 12.03% in the previous quarter

● Tax equivalent net interest margin(1) of 4.38%, up from 3.84% one year prior, and 4.15% in the previous quarter

● Net loan growth of $13.6 million for the quarter, a 3.7% annualized growth rate

● Asset quality remained sound with non-performing assets at 0.26% of total assets

● Noninterest bearing deposits of $520.1 million, or 28% of deposits, contributed to our low funding cost

FINANCIAL HIGHLIGHTS FOR YEAR TO DATE 2026

● Basic earnings per share of $1.94 per share, compared to $1.36 one year prior

● Adjusted basic earnings per share (1) of $1.94 per share, compared to $1.51 one year prior

● Return on average assets of 1.15% compared to 0.81% one year prior

● Return on average equity of 12.26% compared to 9.47% one year prior

● Tax equivalent net interest margin(1) of 4.19%, up from 3.85% one year prior

● Net loan growth of $67.3 million for the year, a 4.7% growth rate

NET INTEREST INCOME

For the third quarter of 2026, the Company’s net interest margin fully tax equivalent ("FTE")(1)

was 4.38%, compared to 4.15% for the second quarter of 2026 and 3.84% in the third quarter of 2025. The Company’s net interest margin (FTE)(1)

for the third quarter of 2026 includes the impact of acquisition accounting fair value adjustments. Net accretion income related to acquisition accounting was $867 thousand, an 18-basis point incremental increase to the net interest margin for the third quarter ended September 30, 2026. Prior period acquisition accounting resulted in net accretion income of $245 thousand, or a 5-basis point incremental increase to the net interest margin for the quarter ended June 30, 2026, and net accretion income of $43 thousand, with no incremental impact to the net interest margin for the third quarter ended September 30, 2025. The increase in net accretion income as compared to prior quarters was driven by payoffs on purchased loans.

Earning asset yields for the third quarter of 2026 increased 24 basis points to 5.55% compared to the second quarter of 2026. For the third quarter of 2026, net interest income FTE(1) was $21.3 million, an increase of $1.2 million from $20.1 million in the second quarter of 2026 due to improved yields and interest income related to acquisition accounting.

The impact of acquisition accretion and amortization is reflected in the following table (dollars in thousands):

For the Three Months Ended

For the Nine Months Ended

Sept 30, 2026

Jun 30, 2026

Sept 30, 2025

Sept 30, 2026

Sept 30, 2025

Loans

$ 958

$ 334

$ 81

$ 1,586

$ 1,011

Deposits

(14 )

(38 )

218

Borrowings

(77 )

(75 )

(93 )

(225 )

(279 )

$ 867

$ 245

$ 43

$ 1,323

$ 950

ALLOWANCE AND PROVISION FOR CREDIT LOSSES

The Company recorded no net provision for credit losses in the third quarter of 2026, compared to $426 thousand for the second quarter of 2026. The third quarter provision was comprised of a $64 thousand provision for credit losses on loans, a $79 thousand reduction in provision for credit losses on unfunded commitments, and a $15 thousand provision for credit losses on securities. Net charge-offs totaled $594 thousand in the third quarter of 2026, compared to net charge-offs of $105 thousand in the second quarter of 2026 and net charge-offs of $939 thousand in the third quarter of 2025.

The allowance for credit losses on loans totaled $14.4 million, or 0.96% of total loans on September 30, 2026, compared to $14.9 million, or 1.00% of total loans on June 30, 2026, and $14.4 million, or 1.01% of total loans on September 30, 2025. The allowance for credit losses to total loans decreased from the prior period and prior year due to declines in specific reserves on individually analyzed loans and lower calculated reserves on pooled loans. The allowance for credit losses to non-performing assets coverage was 268% on September 30, 2026, compared to 315% on June 30, 2026, and 253% on September 30, 2025.

NONINTEREST INCOME AND EXPENSE

Noninterest income increased $66 thousand to $4.1 million for the third quarter of 2026 from $4.0 million in the prior quarter. The increase in noninterest income includes increases in wealth management fees, income from bank owned life insurance, and gains on sale of loans held for sale, offset by decreases in brokered mortgage fees, loss on disposals, and other operating income compared to the prior quarter.

Noninterest expense increased $259 thousand to $16.7 million for the third quarter of 2026 from $16.4 million in the prior quarter. The increase in noninterest expense includes increases in employee benefit expense related to our above target net income as well as other real estate owned expense, offset by decreases in marketing expense, legal and professional fees, and other operating expense.

Two banking offices in Roanoke Rapids and Louisburg, North Carolina, including most of the deposit and loan accounts associated with those offices were sold in early October. The company anticipates a one-time gain on the sale of the offices in the fourth quarter of 2026. The Bank consolidated three additional banking offices and discontinued low-volume ATMs at non-branch locations during the third quarter of 2026. The consolidation resulted in other real estate owned expense of $212 thousand in the third quarter. These two closed banking offices are carried as our only other real estate owned and as non-performing assets. The sale and consolidation combined will reduce the number of banking offices from 33 to 28 by year end. The goals of these branch optimization actions are to streamline operations, improve future profitability and allocate resources to faster growing markets.

INCOME TAXES

Income tax expense was $1.7 million for the third quarter of 2026, compared to $1.4 million for the second quarter of 2026. The effective tax rate of 19.7% for the third quarter of 2026 increased slightly from 19.5% in the second quarter of 2026 due to changes in permanent tax differences.

BALANCE SHEET

On September 30, 2026, total assets were $2.075 billion, an increase of $44.1 million or 2.2% from September 30, 2025. Total assets were consistent with the prior quarter with the increase in loan growth offset by decreases in cash and cash equivalents and investment securities, and the increase from the prior year was driven by loan growth funded by decreases in cash and cash equivalents and securities held to maturity.

On September 30, 2026, loans held for investment ("LHFI") net of allowance totaled $1.486 billion, an increase of $13.4 million or 3.6% annualized from $1.472 billion on June 30, 2026, and an increase of $67.3 million or 4.7% from $1.419 billion on September 30, 2025. Net loan growth in the third quarter and for the year has been driven by increased production from newly hired bankers along with our continued focus on relationship banking.

On September 30, 2026, total investments were $306.8 million, a decrease of $16.0 million or 5.0% from June 30, 2026, and an increase of $1.3 million or 0.4% from September 30, 2025. Available for sale ("AFS") securities totaled $218.7 million on September 30, 2026, and $227.8 million on June 30, 2026, and $196.5 million on September 30, 2025. The increase compared to the prior year was driven by security purchases exceeding portfolio cashflows and utilization of excess cash. Total net unrealized losses on the AFS securities portfolio were $21.4 million on September 30, 2026, compared to $15.8 million on June 30, 2026, and $15.4 million on September 30, 2025. Held to maturity securities are carried at amortized cost and totaled $82.6 million on September 30, 2026, $89.4 million on June 30, 2026, and $104.6 million on September 30, 2025.

On September 30, 2026, total deposits were $1.829 billion, a decrease of $2.4 million or 0.5% annualized from the prior quarter, and an increase of $19.2 million or 1.1% from September 30, 2025. Average deposit balances for the third quarter declined $17.6 million or 3.8% annualized. Overall, deposit balances were relatively stable in comparison with the prior quarter and the prior year with decreases primarily in interest-bearing demand deposits. There were $25.0 million in other borrowings with the Federal Home Loan Bank on September 30, 2026 and June 30, 2026 and no borrowings on September 30, 2025.

LIQUIDITY

Liquidity sources available to the Bank, including interest-bearing deposits in banks, unpledged securities available for sale, at fair value, and available lines of credit totaled $721.6 million on September 30, 2026, $747.8 million on June 30, 2026, and $676.1 million on September 30, 2025.

The Bank maintains liquidity to fund loan growth and to meet potential demand from deposit customers, including potential volatile deposits. The estimated amount of uninsured customer deposits totaled $575.8 million on September 30, 2026, $573.8 million on June 30, 2026, and $555.0 million on September 30, 2025. Excluding municipal deposits that have collateral pledged, the estimated amount of uninsured customer deposits totaled $483.3 million on September 30, 2026, $466.9 million on June 30, 2026, and $473.4 million on September 30, 2025.

ASSET QUALITY

Non-performing assets ("NPAs") increased slightly from the prior period and improved from the prior year as previously reserved loans were charged off since the third quarter of 2025. Management classifies NPAs as non-accrual loans and other real estate owned ("OREO"). The Bank had $747 thousand in OREO on September 30, 2026, and no OREO on June 30, 2026 or September 30, 2025. The OREO increase is from the carrying values of two closed banking offices driven by the one-time event of the branch consolidation. Non-accrual loans as a percentage of total loans decreased from prior period and prior year to 0.31% on September 30, 2026. NPAs increased by $647 thousand to $5.4 million on September 30, 2026, compared to $4.7 million on June 30, 2026, but decreased by $318 thousand from $5.7 million on September 30, 2025.

Loans past due over 90 days or more and still accruing interest were $0 on September 30, 2026 and on June 30, 2026, and $388 thousand on September 30, 2025. Loans past-due 30-89 days and still accruing interest increased to $3.4 million, or 0.23% of total loans on September 30, 2026, $2.5 million, or 0.17% of total loans on June 30, 2026, and $3.6 million, or 0.25%, of total loans on September 30, 2025. The health care provider portfolio balance continues to decline with $7.9 million in loan balances and $3.0 million in remaining unamortized premiums. The portfolio has loans totaling $1.4 million currently on non-accrual that are specifically reserved at $1.0 million.

CAPITAL

During the third quarter of 2026, the Company declared and paid cash dividends of $0.17 per common share, compared to $0.17 in the second quarter of 2026 and $0.155 in the third quarter of 2025. Tangible book value per share(1)

grew to $19.94 on September 30, 2026, from $19.71 per share on June 30, 2026, and $18.26 on September 30, 2025.

The following table provides capital ratios and values for the periods ended:

First National Corporation

(2)

Sept 30, 2026

Jun 30, 2026

Sept 30, 2025

Total risk-based capital ratio

15.14

14.81

15.15

Tier 1 risk-based capital ratio

13.59

13.22

12.83

Common equity Tier 1 capital ratio

12.98

12.60

12.20

Leverage ratio

10.00

9.62

9.24

Tangible common equity to tangible assets (1)

8.77

8.65

8.17

Tangible book value per share

(1)

19.94

19.71

18.26

First Bank

Sept 30, 2026

Jun 30, 2026

Sept 30, 2025

Total risk-based capital ratio

(3)

14.19

13.91

13.40

Tier 1 risk-based capital ratio

(3)

13.20

12.87

12.36

Common equity Tier 1 capital ratio

(3)

13.20

12.87

12.36

Leverage ratio

(3)

9.77

9.44

8.88

Tangible common equity to tangible assets

(1)

8.82

8.75

8.18

ABOUT FIRST NATIONAL CORPORATION

First National Corporation (NASDAQ: FXNC) is the parent company and bank holding company of First Bank, a community bank that first opened for business in 1907 in Strasburg, Virginia. The Bank offers loan and deposit products and services through its bankers, consumer and business mobile banking platforms, a network of ATMs located throughout its market area, a loan production office, a customer service center in a retirement community, and twenty-eight banking office locations located throughout the Shenandoah Valley, the Roanoke Valley, the Richmond MSA, and the south-central regions of Virginia. In addition to providing traditional banking services, the Bank operates a wealth management division under the name First Bank Wealth Management. First Bank also owns First Bank Financial Services, Inc., which owns an interest in a title insurance company.

NON-GAAP FINANCIAL MEASURES

In addition to financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), the Company uses certain non-GAAP financial measures that provide useful information for financial and operational decision making, evaluating trends, and comparing financial results to other financial institutions. The non-GAAP financial measures presented in this document include adjusted operating net income, adjusted operating non-interest expense, adjusted basic and diluted earnings per share, adjusted return on average assets, adjusted return on average equity, pre-provision pre-tax earnings, adjusted pre-provision pre-tax earnings, fully taxable equivalent interest income, the fully tax-equivalent net interest margin, the efficiency ratio, tangible book value per share, and tangible common equity to tangible assets.

The Company believes certain non-GAAP financial measures enhance the understanding of its business and performance. Non-GAAP financial measures are supplemental and not a substitute for, or more important than, financial measures prepared in accordance with GAAP and may not be comparable to those reported by other financial institutions. A reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measure is included at the end of this release.

FORWARD-LOOKING STATEMENTS

Certain information contained in this discussion may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to the Company’s plans, objectives, strategies, expectations and intentions, including with respect to the Company's branch sales and other branch optimization initiatives, and other statements that are not historical facts, and other statements identified by words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” "will," "continue," and “projects,” as well as similar expressions. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that the Company will achieve the anticipated benefits of its plans and strategies or that its actual results, performance, or achievements will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties and speak only as of the date of this release. The Company undertakes no obligations to update or revise any forward-looking statement, except as required by law. For details on factors that could affect expectations, future events, or results, see the risk factors and other cautionary language included in First National Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025 and other filings with the Securities and Exchange Commission (the “SEC”).

CONTACTS

Scott C. Harvard

Brad E. Schwartz

President and CEO

Executive Vice President and CFO

(540) 545-7695

(540) 465-6130

sharvard@fbvirginia.com

bschwartz@fbvirginia.com

FIRST NATIONAL CORPORATION

Performance Summary

(in thousands)

(unaudited)

For the Three Months Ended

For the Nine Months Ended

Sept 30, 2026

Jun 30, 2026

Sept 30, 2025

Sept 30, 2026

Sept 30, 2025

Income Statement

Interest and dividend income

Interest and fees on loans

23,496

22,145

21,430

66,658

63,661

Interest on deposits in banks

1,169

1,288

1,733

3,627

5,295

Interest on federal funds sold

—

Taxable interest on securities

1,899

1,843

1,562

5,528

4,189

Tax-exempt interest on securities

292

293

296

877

894

Dividends

192

194

Total interest and dividend income

26,920

25,633

25,087

76,882

74,273

Interest expense

Interest on deposits

5,471

5,410

6,246

16,295

18,363

Interest on subordinated debt

171

170

479

509

1,414

Interest on junior subordinated debt

204

199

Interest on other borrowings

—

Total interest expense

5,714

5,652

6,792

17,019

19,979

Net interest income

21,206

19,981

18,295

59,863

54,294

Provision for credit losses

—

426

193

876

1,936

Net interest income after provision for credit losses

21,206

19,555

18,102

58,987

52,358

Noninterest income

Service charges on deposit accounts

940

913

985

2,777

3,018

ATM and check card fees

1,143

1,155

1,336

3,345

3,460

Wealth management fees

1,009

902

910

2,822

2,675

Fees for other customer services

334

295

407

916

895

Brokered mortgage fees

153

166

347

459

Income from bank owned life insurance

289

241

284

789

761

Net (loss) gains on securities available for sale

—

Net gains on sale of loans held for sale

Bargain purchase gain

—

304

—

304

Net gain on subordinated debt payoff

—

(Loss) gain on disposal of premises and equipment

(12

)

—

Other operating income

256

299

103

827

343

Total noninterest income

4,084

4,018

4,500

11,926

12,000

Noninterest expense

Salaries and employee benefits

9,341

9,006

8,487

27,329

25,209

Occupancy

1,002

974

1,025

2,948

3,038

Equipment

1,067

1,131

1,056

3,291

3,138

Marketing

353

476

324

1,170

830

Supplies

199

192

158

537

573

Legal and professional fees

646

742

660

2,076

1,775

ATM and check card expense

629

608

569

1,808

1,545

FDIC assessment

254

224

305

705

1,034

Bank franchise tax

395

350

1,170

1,015

Data processing expense

435

495

1,264

1,761

Core deposit intangible amortization expense

434

433

442

1,301

1,325

Other real estate owned expense (income), net

212

—

212

)

Net loss on disposal of premises and equipment

—

(23

)

—

(16

)

Merger expense

—

2,032

Other operating expense

1,729

1,821

1,934

5,304

6,056

Total noninterest expense

16,696

16,437

15,782

49,115

49,308

Income before income taxes

8,594

7,136

6,820

21,798

15,050

Income tax expense

1,694

1,393

1,270

4,268

2,851

Net income

6,900

5,743

5,550

17,530

12,199

FIRST NATIONAL CORPORATION

Performance Summary

(in thousands, except share and per share data)

(unaudited)

At or for the Three Months Ended

At or for the Nine Months Ended

Sept 30, 2026

Jun 30, 2026

Sept 30, 2025

Sept 30, 2026

Sept 30, 2025

Common Share and Per Common Share Data

Earnings per common share, basic

0.76

0.64

0.62

1.94

1.36

Adjusted earnings per common share, basic

(1)

0.76

0.64

0.58

1.94

1.51

Weighted average shares, basic

9,050,059

9,041,314

8,999,153

9,041,056

8,988,692

Earnings per common share, diluted

0.76

0.63

0.62

1.93

1.35

Adjusted earnings per common share, diluted

(1)

0.76

0.63

0.58

1.93

1.50

Weighted average shares, diluted

9,084,052

9,068,347

9,023,185

9,066,673

9,010,432

Shares outstanding at period end

9,057,224

9,042,629

9,009,209

9,057,224

9,009,209

Tangible book value per share at period end

(1)

19.94

19.71

18.26

19.94

18.26

Market price per share at period end

29.38

30.02

22.68

29.38

22.68

Cash dividends declared

0.170

0.155

0.510

0.465

Key Performance Ratios

Return on average assets

(4)

1.32

1.11

1.09

1.15

0.81

Adjusted return on average assets

(1)(4)

1.32

1.11

1.03

1.15

0.90

Return on average equity

(4)

14.02

12.03

12.43

12.26

9.47

Adjusted return on average equity

(1)(4)

14.02

12.03

11.75

12.26

10.50

Net interest margin

(4)

4.36

4.13

3.83

4.17

3.83

Net interest margin fully tax equivalent (1)(4)

4.38

4.15

3.84

4.19

3.85

Efficiency ratio

(1)

63.21

66.59

67.97

66.11

69.46

Average Balances

Average assets

2,065,812

2,079,467

2,022,958

2,047,838

2,021,263

Average earning assets

1,930,945

1,941,385

1,897,328

1,925,959

1,892,933

Average deposits

1,843,968

1,861,554

1,806,310

1,829,463

1,808,016

Average noninterest deposits to total average deposits

28.98

29.15

29.13

28.32

29.35

Average shareholders’ equity

195,262

191,465

177,130

191,909

172,297

Asset Quality

Allowance for credit losses on loans to nonperforming assets

267.70

315.45

253.37

267.70

253.37

Allowance for credit losses on loans to period end loans

0.96

1.00

1.01

0.96

1.01

Nonperforming assets to period end loans

0.36

0.32

0.40

0.36

0.40

Nonperforming assets to total assets

0.26

0.23

0.28

0.26

0.28

Non-accrual loans to period end loans

0.31

0.32

0.40

0.31

0.40

Non-accrual loans to total assets

0.22

0.23

0.28

0.22

0.28

Loan charge-offs

728

266

1,027

1,703

4,052

Loan recoveries

134

161

462

264

Net charge-offs

594

105

939

1,241

3,788

Non-accrual loans

4,637

4,737

5,702

4,637

5,702

Other real estate owned, net

747

—

747

—

Nonperforming assets

5,384

4,737

5,702

5,384

5,702

Loans 30 to 89 days past due, accruing

3,408

2,534

3,580

3,408

3,580

Loans over 90 days past due, accruing

—

388

—

388

Capital Ratios

(5)

Total capital

215,522

210,436

194,910

215,522

194,910

Tier 1 capital

200,457

194,778

179,781

200,457

179,781

Common equity Tier 1 capital

200,457

194,778

179,781

200,457

179,781

Total capital to risk-weighted assets

(3)

14.19

13.91

13.40

14.19

13.40

Tier 1 capital to risk-weighted assets

(3)

13.20

12.87

12.36

13.20

12.36

Common equity Tier 1 capital / risk-weighted assets

(3)

13.20

12.87

12.36

13.20

12.36

Leverage ratio

(3)

9.77

9.44

8.88

9.77

8.88

FIRST NATIONAL CORPORATION

Performance Summary

(in thousands)

(unaudited)

For the Period Ended

Sept 30, 2026

Jun 30, 2026

Mar 31, 2026

Dec 31, 2025

Sept 30, 2025

Balance Sheet

Cash and due from banks

25,996

23,294

22,624

20,836

23,716

Interest-bearing deposits in banks

141,580

142,854

165,185

140,074

165,601

Cash and cash equivalents

167,576

166,148

187,809

160,910

189,317

Securities available for sale, at fair value

218,668

227,792

217,655

217,538

196,476

Securities held to maturity, at amortized cost (net of allowance for credit losses)

82,513

89,392

101,261

102,872

104,608

Restricted securities, at cost

5,642

5,624

4,436

Loans held for sale

262

—

Loans, net of allowance for credit losses

1,485,813

1,472,455

1,449,708

1,435,026

1,418,750

Other real estate owned, net

747

—

Premises and equipment, net

33,162

34,021

34,327

34,561

34,107

Accrued interest receivable

6,732

6,517

6,656

6,467

6,238

Bank owned life insurance

39,371

39,077

38,837

38,577

38,652

Goodwill

3,030

Core deposit intangibles, net

11,918

12,352

12,785

13,219

13,661

Other assets

19,426

19,219

18,113

20,154

21,479

Total assets

2,074,860

2,075,645

2,075,823

2,037,978

2,030,754

Noninterest-bearing demand deposits

520,058

520,548

524,323

509,874

511,482

Savings and interest-bearing demand deposits

951,409

953,639

953,399

926,579

931,241

Time deposits

357,273

356,943

359,570

363,095

366,860

Total deposits

1,828,740

1,831,130

1,837,292

1,799,548

1,809,583

Other borrowings

25,000

—

Subordinated debt, net

8,537

8,460

8,385

8,312

21,241

Junior subordinated debt

9,279

Accrued interest payable and other liabilities

7,751

8,188

7,305

9,643

9,442

Total liabilities

1,879,307

1,882,057

1,887,261

1,851,782

1,849,545

Common stock

11,320

11,303

11,301

11,282

11,262

Surplus

79,284

78,667

78,400

78,216

78,187

Retained earnings

121,854

116,494

112,288

108,937

104,964

Accumulated other comprehensive (loss), net

(16,905

)

(12,876

)

(13,427

)

(12,239

)

(13,204

)

Total shareholders’ equity

195,553

193,588

188,562

186,196

181,209

Total liabilities and shareholders’ equity

2,074,860

2,075,645

2,075,823

2,037,978

2,030,754

Loan Portfolio

Real estate loans:

Construction and land development

99,991

113,289

97,487

88,424

78,470

Secured by farmland

10,199

10,348

11,554

11,879

12,812

Secured by 1-4 family residential

526,563

522,763

520,821

527,282

533,458

Other real estate loans

739,805

709,772

701,013

685,099

671,723

Commercial and industrial loans (except those secured by real estate)

106,134

113,205

114,517

117,256

117,047

Consumer installment loans

7,673

8,105

8,060

8,419

8,358

Deposit overdrafts

647

478

547

543

535

All other loans

9,214

9,438

10,407

10,843

10,794

Total loans

1,500,226

1,487,398

1,464,406

1,449,745

1,433,197

Allowance for credit losses

(14,413

)

(14,943

)

(14,698

)

(14,719

)

(14,447

)

Loans, net

1,485,813

1,472,455

1,449,708

1,435,026

1,418,750

FIRST NATIONAL CORPORATION

Average Balances, Yields and Rates Paid

(in thousands)

(unaudited)

Three Months Ended

September 30, 2026

June 30, 2026

September 30, 2025

Average Balance

Interest Income/ Expense

Yield/ Rate (7)

Average Balance

Interest Income/ Expense

Yield/ Rate (7)

Average Balance

Interest Income/ Expense

Yield/ Rate (7)

Assets

Securities:

Taxable

250,906

1,899

3.00

256,750

1,843

2.88

242,797

1,562

2.55

Tax-exempt (1)

62,745

370

2.33

62,353

372

2.39

51,493

375

2.89

Restricted

4,468

5.66

4,468

5.76

4,436

5.80

Total securities

318,119

2,333

2.91

323,571

2,279

2.82

298,726

2,002

2.66

Loans:

Taxable

1,483,047

23,452

6.27

1,473,064

22,103

6.02

1,437,946

21,386

5.90

Tax-exempt

(1)

3,463

6.34

3,460

6.31

3,473

6.29

Total loans

1,486,510

23,507

6.27

1,476,524

22,157

6.02

1,441,419

21,441

5.90

Federal funds sold

—

Interest-bearing deposits with other institutions

126,303

1,169

3.67

141,289

1,287

3.66

157,128

1,734

4.38

Total earning assets

1,930,945

27,009

5.55

1,941,385

25,723

5.31

1,897,328

25,177

5.26

Less: allowance for credit losses on loans

(15,193

)

(15,039

)

(15,378

)

Total non-earning assets

150,060

153,121

141,008

Total assets

2,065,812

2,079,467

2,022,958

Liabilities and Shareholders’ Equity

Interest bearing deposits:

Checking

409,383

1,138

1.10

416,041

1,101

1.06

376,344

1,256

1.32

Regular savings

210,192

173

0.33

212,451

171

0.32

209,909

208

0.39

Money market accounts

332,549

1,582

1.89

335,904

1,573

1.88

330,115

1,882

2.26

Time deposits

357,452

2,578

2.86

354,558

2,565

2.90

363,702

2,900

3.16

Total interest-bearing deposits

1,309,576

5,471

1.66

1,318,954

5,410

1.65

1,280,070

6,246

1.94

Federal funds purchased

—

Subordinated debt

8,498

171

8.02

8,422

170

8.09

21,304

479

8.92

Junior subordinated debt

9,279

2.95

9,279

2.96

9,279

2.83

Other borrowings

272

4.19

275

3.93

—

Total interest-bearing liabilities

1,327,630

5,714

1.71

1,336,932

5,652

1.70

1,310,653

6,792

2.06

Non-interest bearing liabilities

Demand deposits

534,392

542,600

526,240

Other liabilities

8,528

8,470

8,935

Total liabilities

1,870,550

1,888,002

1,845,828

Shareholders’ equity

195,262

191,465

177,130

Total liabilities and Shareholders’ equity

2,065,812

2,079,467

2,022,958

Net interest income (1)

21,295

20,071

18,385

Interest rate spread (1)

3.84

3.61

3.21

Cost of funds

1.22

1.21

1.47

Interest expense as a percent of average earning assets

1.17

1.42

Net interest margin FTE

(1)

4.38

4.15

3.84

FIRST NATIONAL CORPORATION

Average Balances, Yields and Rates Paid

(in thousands)

(unaudited)

Nine Months Ended

September 30, 2026

September 30, 2025

Average Balance

Interest Income/ Expense

Yield / Rate

(7)

Average Balance

Interest Income/ Expense

Yield / Rate

(7)

Assets

Securities:

Taxable

255,719

5,528

2.90

227,643

4,189

2.46

Tax-exempt

(1)

62,225

1,110

2.39

51,380

1,132

2.95

Restricted

4,467

192

5.78

4,353

194

5.96

Total securities

322,411

6,830

2.84

283,376

5,515

2.60

Loans:

Taxable

1,467,572

66,529

6.08

1,444,739

63,513

5.88

Tax-exempt

(1)

3,468

163

6.34

4,117

187

6.08

Total loans

1,471,040

66,692

6.08

1,448,856

63,700

5.88

Federal funds sold

—

1,182

4.52

Interest-bearing deposits with other institutions

132,491

3,627

3.67

159,519

5,295

4.44

Total earning assets

1,925,959

77,149

5.38

1,892,933

74,550

5.27

Less: allowance for credit losses on loans

(15,091

)

(15,624

)

Total non-earning assets

136,970

143,954

Total assets

2,047,838

2,021,263

Liabilities and Shareholders’ Equity

Interest bearing deposits:

Checking

409,527

3,317

1.09

370,045

3,696

1.34

Regular savings

211,231

521

0.33

211,635

574

0.36

Money market accounts

333,069

4,647

1.87

332,864

5,713

2.30

Time deposits

357,495

7,810

2.93

362,860

8,380

3.09

Total interest-bearing deposits

1,311,322

16,295

1.67

1,277,404

18,363

1.92

Federal funds purchased

—

Subordinated debt

8,423

509

8.11

22,500

1,414

8.40

Junior subordinated debt

9,279

204

2.95

9,279

199

2.86

Other borrowings

366

4.01

4.63

Total interest-bearing liabilities

1,329,399

17,019

1.72

1,309,276

19,979

2.04

Non-interest bearing liabilities

Demand deposits

518,141

530,612

Other liabilities

8,389

9,078

Total liabilities

1,855,929

1,848,966

Shareholders’ equity

191,909

172,297

Total liabilities and Shareholders’ equity

2,047,838

2,021,263

Net interest income (1)

60,130

54,571

Interest rate spread

(1)

3.66

3.23

Cost of funds

1.24

1.45

Interest expense as a percent of average earning assets

1.19

1.41

Net interest margin FTE

(1)

4.19

3.85

FIRST NATIONAL CORPORATION

Non-GAAP Reconciliation

(in thousands, except share and per share data)

(unaudited)

For the Three Months Ended

For the Nine Months Ended

Sept 30, 2026

Jun 30, 2026

Sept 30, 2025

Sept 30, 2026

Sept 30, 2025

Operating Net Income

Net income (GAAP)

6,900

5,743

5,550

17,530

12,199

Add: Merger-related expenses

—

2,032

Subtract: Bargain purchase gain

—

(304

)

—

(304

)

Subtract: Tax effect of adjustment (6)

—

(327

)

Adjusted operating net income (non-GAAP)

6,900

5,743

5,310

17,530

13,600

Adjusted Earnings Per Share, Basic

Weighted average shares, basic

9,050,059

9,041,314

8,999,153

9,041,056

8,988,692

Basic earnings per share (GAAP)

0.76

0.64

0.62

1.94

1.36

Adjusted earnings per share, basic (non-GAAP)

0.76

0.64

0.58

1.94

1.51

Adjusted Earnings Per Share, Diluted

Weighted average shares, diluted

9,084,052

9,068,347

9,023,185

9,066,673

9,010,432

Diluted earnings per share (GAAP)

0.76

0.63

0.62

1.93

1.35

Adjusted diluted earnings per share (non-GAAP)

0.76

0.63

0.58

1.93

1.50

Adjusted Pre-Provision, Pre-Tax Earnings

Net interest income

21,206

19,981

18,295

59,863

54,294

Total noninterest income

4,084

4,018

4,500

11,926

12,000

Net revenue

25,290

23,999

22,795

71,789

66,294

Total noninterest expense

16,696

16,437

15,782

49,115

49,308

Pre-provision, pre-tax earnings (non-GAAP)

8,594

7,562

7,013

22,674

16,986

Add: Merger expenses

—

2,032

Subtract: Bargain purchase gain

—

(304

)

—

(304

)

Adjusted pre-provision, pre-tax earnings (non-GAAP)

8,594

7,562

6,709

22,674

18,714

Adjusted Performance Ratios

Average assets

2,065,812

2,079,467

2,022,958

2,047,838

2,021,263

Return on average assets (GAAP)

1.32

1.11

1.09

1.15

0.81

Adjusted return on average assets (non-GAAP)

1.32

1.11

1.03

1.15

0.90

Average shareholders’ equity

195,262

191,465

177,130

191,909

172,297

Return on average equity (GAAP)

14.02

12.03

12.43

12.26

9.47

Adjusted return on average equity (non-GAAP)

14.02

12.03

11.75

12.26

10.50

Net Interest Margin

Net interest income

21,206

19,981

18,295

59,863

54,294

Tax-equivalent net interest income (non-GAAP)

21,295

20,071

18,385

60,130

54,571

Average earning assets

1,930,945

1,941,385

1,897,328

1,925,959

1,892,933

Net interest margin

4.36

4.13

3.83

4.17

3.83

Net interest margin fully tax equivalent (non-GAAP)

4.38

4.15

3.84

4.19

3.85

FIRST NATIONAL CORPORATION

Non-GAAP Reconciliation

(in thousands)

(unaudited)

For the Three Months Ended

For the Nine Months Ended

Sept 30, 2026

Jun 30, 2026

Sept 30, 2025

Sept 30, 2026

Sept 30, 2025

Adjusted Operating Noninterest Expense

Total noninterest expense (GAAP)

16,696

16,437

15,782

49,115

49,308

Subtract: merger expenses

—

(2,032

)

Subtract: amortization expense

(434

)

(433

)

(442

)

(1,301

)

(1,325

)

Adjusted operating noninterest expense (non-GAAP)

16,262

16,004

15,340

47,814

45,951

Efficiency Ratio

Total noninterest expense (GAAP)

16,696

16,437

15,782

49,115

49,308

Subtract/Add: other real estate owned (expense) income, net

(212

)

—

(212

)

Subtract: amortization of intangibles

(434

)

(433

)

(442

)

(1,301

)

(1,325

)

Add: gain on disposal of premises and equipment, net

—

Subtract: merger expenses

—

(2,032

)

Adjusted operating non-interest expense (non-GAAP)

16,050

16,004

15,349

47,602

45,974

Tax-equivalent net interest income (non-GAAP)

21,295

20,071

18,385

60,130

54,571

Total noninterest income (GAAP)

4,084

4,018

4,500

11,926

12,000

Add/Subtract: loss (gain) on disposal of premises and equipment

(56

)

—

(44

)

—

Subtract: net (gain) on subordinated debt payoff

—

(80

)

Subtract: bargain purchase gain

—

(304

)

—

(304

)

Subtract: securities (gains), net

—

)

—

Adjusted income for efficiency ratio (non-GAAP)

25,391

24,033

22,581

72,004

66,187

Efficiency ratio (non-GAAP)

63.21

66.59

67.97

66.11

69.46

FIRST NATIONAL CORPORATION

Non-GAAP Reconciliation

(in thousands, except share and per share data)

(unaudited)

For the Three Months Ended

For the Nine Months Ended

Sept 30, 2026

Jun 30, 2026

Sept 30, 2025

Sept 30, 2026

Sept 30, 2025

Tax-Equivalent Net Interest Income

GAAP measures:

Interest income – loans

23,496

22,145

21,430

66,658

63,661

Interest income – investments and other

3,424

3,488

3,657

10,224

10,612

Interest expense – deposits

(5,471

)

(5,410

)

(6,246

)

(16,295

)

(18,363

)

Interest expense – subordinated debt

(171

)

(170

)

(479

)

(509

)

(1,414

)

Interest expense – junior subordinated debt

(69

)

(69

)

(67

)

(204

)

(199

)

Interest expense – other borrowings

)

—

(11

)

Net interest income

21,206

19,981

18,295

59,863

54,294

Non-GAAP measures:

Add: Tax benefit realized on non-taxable interest income – loans

(6)

Add: Tax benefit realized on non-taxable interest income – municipal securities

(6)

233

238

Tax benefit realized on non-taxable interest income

267

277

Tax-equivalent net interest income (non-GAAP)

21,295

20,071

18,385

60,130

54,571

Tangible Common Equity and Tangible Assets

Total assets (GAAP)

2,074,860

2,075,645

2,030,754

2,074,860

2,030,754

Subtract: goodwill

(3,030

)

(3,030

)

(3,030

)

(3,030

)

(3,030

)

Subtract: core deposit intangibles, net

(11,918

)

(12,352

)

(13,661

)

(11,918

)

(13,661

)

Tangible assets (Non-GAAP)

2,059,912

2,060,263

2,014,063

2,059,912

2,014,063

Total shareholders’ equity (GAAP)

195,553

193,588

181,209

195,553

181,209

Subtract: goodwill

(3,030

)

(3,030

)

(3,030

)

(3,030

)

(3,030

)

Subtract: core deposit intangibles, net

(11,918

)

(12,352

)

(13,661

)

(11,918

)

(13,661

)

Tangible common equity (Non-GAAP)

180,605

178,206

164,518

180,605

164,518

Tangible common equity to tangible assets ratio (non-GAAP)

8.77

8.65

8.17

8.77

8.17

Tangible Book Value Per Share

Tangible common equity (non-GAAP)

180,605

178,206

164,518

180,605

164,518

Common shares outstanding, ending

9,057,224

9,042,629

9,009,209

9,057,224

9,009,209

Tangible book value per share (non-GAAP)

19.94

19.71

18.26

19.94

18.26

(1) Non-GAAP financial measure. See “Non-GAAP Financial Measures” and “Non-GAAP Reconciliation” tables for additional information and detailed calculations of adjustments.

(2) The Company is a small bank holding company under applicable regulations and guidance and is not subject to the minimum regulatory capital regulations for bank holding companies. The regulatory requirements that apply to bank holding companies that are subject to regulatory capital requirements are presented below, along with the Company's capital ratios as determined under those regulations.

(3) All ratios on September 30, 2026, are estimates and subject to change pending the Bank's filing of its Call Report. All other periods are presented as filed.

(4) Ratios are annualized.

(5) Capital ratios presented are for First Bank.

(6) The tax rate utilized in calculating the tax benefit is 21%.

(7) Yields and interest income are presented on a taxable-equivalent basis using the federal statutory tax rate of 21%.

GRAPHIC

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Document And Entity Information

Oct. 23, 2026

Document Information [Line Items]

Entity, Registrant Name

FIRST NATIONAL CORPORATION

Document, Type

8-K

Document, Period End Date

Oct. 23, 2026

Entity, Incorporation, State or Country Code

Entity, File Number

1-38874

Entity, Tax Identification Number

54-1232965

Entity, Address, Address Line One

112 West King Street

Entity, Address, City or Town

Strasburg

Entity, Address, State or Province

Entity, Address, Postal Zip Code

22657

City Area Code

540

Local Phone Number

465-9121

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

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Title of 12(b) Security

Common Stock

Trading Symbol

FXNC

Security Exchange Name

NASDAQ

Entity, Emerging Growth Company

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duration

- Definition

Name of the City or Town

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No definition available.

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- Definition

Code for the postal or zip code

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No definition available.

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- Definition

Name of the state or province.

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No definition available.

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dei_EntityAddressStateOrProvince

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Period Type:

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- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

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Balance Type:

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

+ Details

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Name:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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